SAN DIEGO, Dec. 16, 2010 /PRNewswire-FirstCall/ -- Gen-Probe
Incorporated (Nasdaq: GPRO) announced today that the Company has
acquired GTI Diagnostics, a privately held specialty diagnostics
company focused on the transplantation, blood bank and specialty
coagulation markets, for $53 million
in cash.
Gen-Probe acquired GTI from the Riverside Company, a global
private equity firm, and from individual investors who include the
company's founders and management.
"Acquiring GTI enables us to broaden and strengthen our
transplant diagnostics business," said Carl
Hull, Gen-Probe's president and chief executive officer.
"In addition, the acquisition gives us access to growing
coagulation and transfusion-related blood bank products that we can
sell to our current customer base."
GTI develops and manufactures the human leukocyte antigen (HLA)
antibody detection products sold by Gen-Probe under its LIFECODES
brand. GTI also commercializes a number of other HLA-related
testing products, including serological typing trays, enzyme
immunoassays (EIAs), and a range of molecular typing products for
donor-recipient matching and patient monitoring.
In the specialty coagulation market, GTI sells immunoassay
products that measure a patient's immune response to Heparin and
Factor VIII therapies. The blood bank product line includes
immunoassay products that measure antibodies developed against
transfused platelets.
Gen-Probe expects to record, under U.S. GAAP, charges for
non-recurring cash and non-cash acquisition-related costs following
the close of the transaction. The magnitude of these charges
will not be determined, under the rules of purchase accounting,
until an independent, third party valuation has been completed to
allocate the purchase price over the assets and liabilities
acquired. The Company has therefore not provided GAAP
financial guidance regarding the transaction in this news release.
In addition, transaction-related professional fees will be
expensed as incurred, as required by GAAP per ASC 805 "Business
Combinations."
Excluding the charges discussed above, and on a non-GAAP basis,
Gen-Probe expects the acquisition will be slightly accretive to the
Company's 2011 earnings per share (EPS).
Gen-Probe financed the transaction with cash currently on its
balance sheet.
Cooley LLP served as legal counsel to Gen-Probe on the
transaction, and Jones Day served as
legal counsel to Riverside.
About Gen-Probe
Gen-Probe Incorporated is a global leader in the development,
manufacture and marketing of rapid, accurate and cost-effective
molecular diagnostic products and services that are used primarily
to diagnose human diseases, screen donated human blood, and ensure
transplant compatibility. Gen-Probe has approximately 27
years of expertise in nucleic acid testing (NAT), and received the
2004 National Medal of Technology, America's highest honor for
technological innovation, for developing NAT assays for blood
screening. Gen-Probe is headquartered in San Diego and employs approximately 1,300
people. For more information, go to www.gen-probe.com.
About GTI
GTI Diagnostics was incorporated in Wisconsin in May
1985 as the for-profit subsidiary of the Blood Research
Institute (BRI). BRI is part of the BloodCenter of
Wisconsin, a large community-based
blood bank located in Milwaukee.
In July of 2008, the BRI sold its interest in GTI to the
Riverside Company, but BRI and GTI maintain a research and
licensing collaboration today. GTI, which employs
approximately 100 people, maintains state-of-the-art manufacturing
and R&D facilities in Waukesha,
Wisconsin.
Caution Regarding Forward-Looking Statements
Any statements in this news release about our expectations,
beliefs, plans, objectives, assumptions or future events or
performance are forward-looking statements. These statements
are often made through the use of words or phrases such as believe,
will, expect, anticipate, estimate, intend, plan and would.
For example, statements concerning possible or expected
results of operations, regulatory approvals, future sales, growth
opportunities, and plans of management are all forward-looking
statements. Forward-looking statements are not guarantees of
performance. They involve known and unknown risks,
uncertainties and assumptions that may cause actual results to
differ materially from those expressed or implied. Some of
these risks include: (i) the risk that we will not integrate GTI
effectively; (ii) the risk that we will not achieve our accretion
or other financial targets; (iii) the possibility that the market
for the sale of GTI's products may not develop as expected; (iv)
the risk that GTI's intellectual property will be invalidated; and
(v) the risk that we may not be able to compete effectively.
This list includes some, but not all, of the factors that
could affect our ability to achieve results described in any
forward-looking statements. For additional information about
risks and uncertainties we face and a discussion of our financial
statements and footnotes, see documents we file with the SEC.
We assume no obligation and expressly disclaim any duty to
update forward-looking statements to reflect events or
circumstances after the date of this news release or to reflect the
occurrence of subsequent events.
Contact:
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Michael Watts
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Vice president, investor
relations and
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corporate
communications
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858-410-8673
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SOURCE Gen-Probe Incorporated